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REXR 10-K & 10-Q changes, risk factors and insider trading

Rexford Industrial Realty, Inc. (also REXR-PB, REXR-PC) · NYSE · Real Estate Investment Trusts · CIK 1571283 · All filings on SEC.gov

Everything below is quoted or computed from Rexford Industrial Realty, Inc.'s public SEC filings. It is not a recommendation to buy or sell. Automated comparisons can contain errors; confirm with the original filing.

At a glance

6 / 5risk-factor paragraphs added / removed in latest 10-K
2new risk-factor headings
0Form 4 filings reporting open-market purchases (last 180 days)
1Form 4 filings reporting open-market sales (last 180 days)

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What changed in the latest 10-K

Comparing 10-K filed 2026-02-11 (period ending 2025-12-31) with 10-K filed 2025-02-10 (period ending 2024-12-31).

Risk Factors (10-K Item 1A)

6new paragraphs
5removed paragraphs
38reworded paragraphs
19,775 → 19,662words in section

New heading “Illiquidity of real estate investments and our ability to complete dispositions could adversely affect us.”

New heading “Stockholder activism and related public campaigns could be disruptive and may adversely affect us.”

Removed heading “Illiquidity of real estate investments could significantly impede our ability to sell a property if and when we decide to do so or to respond to adverse changes in the performance of our properties and resulting in harm to our financial condition.”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Removed text topics: liquidity
“Illiquidity of real estate investments could significantly impede our ability to sell a property if and when we decide to do so or to respond to adverse changes in the performance of our properties and resulting in harm to our financial condition.”
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New text topics: liquidity
“Illiquidity of real estate investments and our ability to complete dispositions could adversely affect us.”
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Reworded topics: investigation, breach

Paragraph as it now reads, with added and removed wording marked:

Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, including the engagement of independent third party consultants to analyze and remediate any vulnerabilities, implementation of software and systems intended to monitor systems and devices on our network to reduce the risk of IT security breaches and improve our ability to detect a breach, the engagement of a cyber forensics company who can assist our investigation in the event of a breach, and ongoing cybersecurity education and training for employees throughout the year, there can be no assurance that our security efforts and measures will always be effective or that attempted security breaches or disruptions would always be thwarted or mitigated. We regularly experience attempted cyberattacks and other incidents, and we expect such attacks and incidents to continue in varying degrees. Even the most well-protected information, networks, systems, and facilities remain potentiallyare vulnerable because the techniques used in such attempted security breaches evolve and may not be recognized until after being launched against a target. AI-driven threats, including AI-generated malware and automated attack strategies, further exacerbate this risk, as they may evade detection by traditional security measures. Because we make extensive use of third-party suppliers and service providers, such as cloud services that support our operations, successful cyberattacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.
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Reworded topics: tariff, china

Paragraph as it now reads, with added and removed wording marked:

Inflationary pricing may have a negative effect on the construction costs necessary to complete our repositioning and redevelopmentdevelopment projects, including, but not limited to, costs of construction materials, insurance, and labor and services from third-party contractors and suppliers. In addition, new or increased tariffs on construction materials and supplies due to changes in U.S. trade policies could further increase construction costs. Over the past 10 years,decade the U.S. government has periodically imposed new,new or increased existing, tariffs on some imported materials and products that are used in construction, including lumber, steel, aluminum and solar panels, which increased the costs of those items. On February 1,In 2025, President Donald J. Trump announced tariffs on imports from Canada, MexicoMexico, China, and China,many other countries, and President Trump has expressed a strong desire to impose new, or further increase other existing tariffs. The ultimate impact of the announced tariffs andtariffs, any future tariffs and volatility in rapidly changing tariff policy will depend on various factors, including ifwhether such tariffs are ultimately implemented, the timing of implementation andimplementation, the amount, scope and nature of suchany tariffs imposed, and whether various courts uphold the legality of certain tariffs. Certain increases in the costs of construction materials can often be managed in our repositioning and redevelopmentdevelopment projects through either general budget contingencies built into our overall construction costs estimates for each of our projects or guaranteed maximum price construction contracts, which stipulate a maximum price for certain construction costs and shift inflation risk to our construction general contractors. However, no assurance can be given that our budget contingencies would accurately account for potential construction cost increases given the current level of inflation and variety of contributing factors, including the imposition of new or increased tariffs, or that our general contractors would be able to absorb such increases in costs and complete our construction projects timely, within budget, or at all. Higher construction costs could adversely impact our investments in real estate assets and expected yields on our redevelopmentdevelopment projects, which may make otherwise lucrative investment opportunities less profitable to us. As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders could be adversely affected over time.
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New text
“Stockholder activism and related public campaigns could be disruptive and may adversely affect us.”
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Reworded topics: inflation, interest rate

Paragraph as it now reads, with added and removed wording marked:

DuringFrom 2024,2024 through 2025, following a rapid series of rate increases in 2022 and 2023 to curb inflation, the Federal Reserve Board began easing policy and lowered interest rates threefrom times,their after raising interest rates at a significant pace during 2022 andJuly 2023 in an effort to curb inflation.peak. Although the Federal Reserve Board may continuefurther to decreasereduce rates in 2025,2026, future decisions to decrease, hold steady or increase interest rates and the timing of such decisions areremain unknown.uncertain. Our exposure to increases in interest rates in the short term is limited to our variable-rate borrowings. As of December 31, 2024,2025, we had $760.0 million of variable-rate debt, excluding the impact of interest rates swaps in effect. In addition, the effect of inflation on interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. We have entered into interest rate swaps to effectively fix all $760.0 million of our variable-rate indebtedness, and we may enter into other hedging transactions. The use of hedging transactions involves certain risks.
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Full comparison: every changed paragraph (49)

Green = added, red = removed. Unchanged paragraphs, 5 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

All of our properties are located in Southern California, which may expose us to greater or lesser economic risks than if we owned a more geographically-diverse portfolio. We are particularly susceptible to adverse economic or other conditions in Southern California, as well as to natural disasters that occur in this market. Most of our properties are located in areas known to be seismically active. While we diversify the geographic concentrations of assets within Southern California and carry insurance for losses resulting from earthquakes (and other casualties), the amount of our coverage may not always be sufficient to fully cover losses from earthquakes and other casualties, and the policies are subject to material deductibles and self-insured retention. The Southern California market has experienced downturns in past years. Any future downturns in the Southern California economy could impact our tenants’ ability to continue to meet their rental obligations or otherwise adversely affect the size of our tenant base, which could materially adversely affect our operations and our revenue and cash available for distribution, including cash available to pay distributions to our stockholders. If a material reduction of imports were to occur at the Ports of Los Angeles and Long Beach, through impacts from tariffs and trade policy, material labor issue or other reasons, it could reduce the need for tenants to store related imported goods in our properties and result in higher market vacancy and lower rents. We cannot assure you that the Southern California market will grow or that underlying real estate fundamentals will be favorable to owners and operators of industrial properties. Our operations may also be affected if competing properties are built in the Southern California market. In addition, the State of California is more highly regulated and taxed than many other states, all of which may reduce demand for industrial space in California and may make it costlier to operate our business. Additionally, conditions in Southern California related to homelessness, crime, tax rates and heightened regulation could negatively impact economic conditions and make tenants less desirous to lease properties from us. In November 2022, various transfer tax ballot measures passed, including Measure ULA in the City of Los Angeles. As of December 31, 2024,2025, we owned 75 properties in the City of Los Angeles representing approximately 12.5%12% of the rentable square footage of our portfolio. Beginning on April 1, 2023, Measure ULA imposed an additional fee at the time of sale at a rate of 4% for properties between $5 million and $10 million and 5.5% for those $10 million or above. During 2024,2025, we solddid onenot propertysell any of our properties located in the City of Los AngelesAngeles, and paid a fee of $0.6 million as requiredsuch, underwe were not impacted by Measure ULA. Additional California ballot measure initiatives have sought the removal of Proposition 13 property tax protections, which proposals have not passed, but if successful could cause a significant increase in property taxes at our properties. Any adverse economic or real estate developments in the Southern California market as described above, or any decrease in demand for industrial space resulting from the regulatory environment, business climate or energy or fiscal problems, could adversely impact us and our stockholders.

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Our business strategy involves the acquisition of properties that meet certain investment criteria in our target markets. These activities require us to identify suitable acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategies. We may be unable to acquire properties identified as potential acquisition opportunities on favorable terms, or at all, which could impede our intended rate of growth or a higher number of potential acquisition transactions may not consummate due to changes in market conditions or otherwise, which may result in higher deal pursuit expenses incurred without benefiting from the projected revenue growth of such uncompleted acquisition. We may acquire properties utilized for non-industrial uses, including office properties, where our long-term strategy is to develop, redevelopdevelop or reposition such office asset into industrial property. Prior to executing our strategy, we may lack non-industrial property management expertise necessary to optimally manage the non-industrial properties.

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During the twelve months ended December 2024,2025, the consumer price index increased by approximately 2.9%,2.7%, compared to the twelve months ended December 2023.2024. Federal policies and global events, suchincluding asfluctuations in oil prices, the price of oil, theongoing conflicts between Russia and Ukraine, U.S. elections and speculation regarding impending political and governing policy, and events in the Middle East, may have exacerbated,contributed to, and may continue to exacerbate,contribute to, increases in the consumer price index.

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DuringFrom 2024,2024 through 2025, following a rapid series of rate increases in 2022 and 2023 to curb inflation, the Federal Reserve Board began easing policy and lowered interest rates threefrom times,their after raising interest rates at a significant pace during 2022 andJuly 2023 in an effort to curb inflation.peak. Although the Federal Reserve Board may continuefurther to decreasereduce rates in 2025,2026, future decisions to decrease, hold steady or increase interest rates and the timing of such decisions areremain unknown.uncertain. Our exposure to increases in interest rates in the short term is limited to our variable-rate borrowings. As of December 31, 2024,2025, we had $760.0 million of variable-rate debt, excluding the impact of interest rates swaps in effect. In addition, the effect of inflation on interest rates could increase our financing costs over time, either through near-term borrowings on our floating-rate line of credit or refinancing of our existing borrowings that may incur higher interest expenses related to the issuance of new debt. We have entered into interest rate swaps to effectively fix all $760.0 million of our variable-rate indebtedness, and we may enter into other hedging transactions. The use of hedging transactions involves certain risks.

Reworded

Inflationary pricing may have a negative effect on the construction costs necessary to complete our repositioning and redevelopmentdevelopment projects, including, but not limited to, costs of construction materials, insurance, and labor and services from third-party contractors and suppliers. In addition, new or increased tariffs on construction materials and supplies due to changes in U.S. trade policies could further increase construction costs. Over the past 10 years,decade the U.S. government has periodically imposed new,new or increased existing, tariffs on some imported materials and products that are used in construction, including lumber, steel, aluminum and solar panels, which increased the costs of those items. On February 1,In 2025, President Donald J. Trump announced tariffs on imports from Canada, MexicoMexico, China, and China,many other countries, and President Trump has expressed a strong desire to impose new, or further increase other existing tariffs. The ultimate impact of the announced tariffs andtariffs, any future tariffs and volatility in rapidly changing tariff policy will depend on various factors, including ifwhether such tariffs are ultimately implemented, the timing of implementation andimplementation, the amount, scope and nature of suchany tariffs imposed, and whether various courts uphold the legality of certain tariffs. Certain increases in the costs of construction materials can often be managed in our repositioning and redevelopmentdevelopment projects through either general budget contingencies built into our overall construction costs estimates for each of our projects or guaranteed maximum price construction contracts, which stipulate a maximum price for certain construction costs and shift inflation risk to our construction general contractors. However, no assurance can be given that our budget contingencies would accurately account for potential construction cost increases given the current level of inflation and variety of contributing factors, including the imposition of new or increased tariffs, or that our general contractors would be able to absorb such increases in costs and complete our construction projects timely, within budget, or at all. Higher construction costs could adversely impact our investments in real estate assets and expected yields on our redevelopmentdevelopment projects, which may make otherwise lucrative investment opportunities less profitable to us. As a result, our business, financial condition, results of operations, cash flows, liquidity and ability to satisfy our debt service obligations and to pay dividends and distributions to security holders could be adversely affected over time.

Reworded

An increase in interest rates would increase our interest costs on variable rate debt and new debt and could adversely affect our ability to refinance existing debt, conduct repositioning, redevelopment,development, and acquisition activity, recycling of capital and leasing activity.

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As of December 31, 2024,2025, we had a $1.0$1.25 billion unsecured revolving credit facility, $400.0 million term loan facility, $300.0 million term loan facility and $60.0 million term loan facility bearing interest at variable rates on amounts drawn and outstanding. As of December 31, 2024,2025, the variable interest rate on the $300.0 million term loan facility has been swapped to a fixed rate of 2.81725% through its maturity date, and the $400.0 million term loan facility and $60.0 million term loan facility have been swapped to a fixed rate of 3.97231%3.41375% and 3.71000%, respectively, for a portion of the extension option period following the initial maturity date. There was no amount outstanding on the revolving credit facility and each of our term loan facilities was fully drawn at December 31, 2024.2025. However, we may borrow on the revolving credit facility or incur additional variable rate debt in the future. Interest rates are highly sensitive to many factors that are beyond our control, including general economic conditions and policies of various governmental and regulatory agencies and, in particular, the Federal Reserve Board. During 2024,2025, the Federal Reserve Board decreased the federal funds rate three times, resulting in a range of 4.25%3.50% to 4.50%3.75% as of December 31, 2024.2025. Although the Federal Reserve Board may continuefurther toreduce decrease the federal funds raterates in 2025, any2026, future decisions to decrease, hold steady or increase theinterest federal funds raterates and the timing of such decisions, areremain unknown,uncertain and the risk of higher overall interest rates still exists. Steady but high interest rates or increases to interest rates would increase our interest costs for any variable rate debt and for new debt, which could in turn make the financing of any repositioning, redevelopmentdevelopment and acquisition activity costlier and could also impact demand for space and our leasing activity. Steady but high or rising interest rates could also limit our ability to refinance existing debt when it matures or cause us to pay higher interest rates upon refinancing and increase interest expense on refinanced indebtedness. In addition, steady but high interest rates or increases in interest rates could decrease the amount third parties are willing to pay for our assets, thereby limiting our ability to recycle capital and our portfolio promptly in response to changes in economic or other conditions.

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•limited availability of water and higher costs due to droughts caused by low snowpack;

Removed

•reduced labor pool and lease rates as a result of increasing air pollution and related illnesses; and

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•reduced tenant appeal and/or investor interest in the event that certain tenant priorities and/or investor expectations regarding sustainability and efficient building practices are not met.met; and

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•cost to achieve commitments to achieve sustainability goals, including net-zero commitments.

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In addition, laws and regulations targeting climate change could result in stricter energy efficiency standards and increased capital expenditures in order to comply with such regulations, as well as increased operating costs that we may not be able to effectively pass on to our tenants. Any such regulation could impose substantial costs on our tenants, thereby impacting the financial condition of our tenants and their ability to meet their lease obligations and to lease or re-lease our properties. Further, proposed climate change and environmental laws and regulations at the federal, state and local level, including climate change and greenhouse gas emissions (“GHG”) related disclosure rules proposed by the Securities and Exchange Commission, may increase compliance and data collection costs and compliance risks.

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In October 2023, California enacted the Climate Corporate Data Accountability Act (SB-253), which mandates the disclosure of greenhouse gas (“GHG”) emissions, including Scope 1, Scope 2 and Scope 3 emissions; and the Climate-Related Financial Risk Act (SB-261), which mandates the disclosure of climate-related financial risks, and measures adopted to reduce and adapt to such risks. Both California laws are expected to require initial disclosures in 2026.2026, subject to adoption of implementing regulations and further guidance by applicable regulatory authorities. The scope, timing and manner of compliance with these requirements remain subject to significant uncertainty and may change as regulatory guidance is finalized. California also enacted the Voluntary Carbon Market Disclosure Act (AB-1305), a third climate-disclosure law that requires entities that operate in the state and make net zero emissions claims, carbon-neutral claims or significant GHG reduction claims to disclose, starting in 2024, information about those claims and the purchase or use of voluntary carbon offsets used to achieve those claims. This disclosure law did not have a material impact on us during 2024.2025 and we continue to monitor developments related to this law and assess its potential application to our disclosures and public statements. Additionally, in 2023 we announced a long-term target to reach net-zero greenhouse gas emissions across scope 1, 2 and 3 by 2045, as well as a near-term science-based target to reduce absolute scope 1 and 2 emissions by 42% by 2030 from a 2022 baseline, aligned with The Science Based Targets initiative (SBTi) 1.5-degree Celsius pathway. While SBTi validated our targets, these goals are voluntary and aspirational, and there iscan be no assurance or guaranty that we will be able to achieve such goals or accurately track and report the data required to demonstrate progress toward these targets and the required disclosures. Compliance with such laws and commitments may be costly and impact our property operations.operations or result in reputational harm. Stakeholders may respond adversely to any failure to meet such commitments.

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Adverse U.S. and global market, economic and political conditions, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East and Venezuela and other events or circumstances beyond our control could have a material adverse effect on us.

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Another economic or financial crisis or rapid decline of the consumer economy, significant concerns over energy costs, geopolitical issues, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East,East and Venezuela, the availability and cost of credit, the U.S. mortgage market, or a declining real estate market in the U.S. can contribute to increased volatility, diminished expectations for the economy and the markets, and high levels of structural unemployment by historical standards.

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Market, political and economic challenges, including dislocations and volatility in the credit markets, general global economic uncertainty, uncertainty or volatility from matters such as the continued implementation of the governing agenda of President Donald J. Trump, and changes in governmental policy on a variety of matters such as trade, tariffs and manufacturing policies may adversely affect the economy and financial markets, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock.

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The Russian invasion of Ukraine in February 2022 and the resulting global governmental responses, including international sanctions imposed on Russia and other countries that are supporting Russia’s invasion of Ukraine, have led to volatility in global markets, disruptions in the energy, agriculture and other industries and have created worldwide inflationary pressures. While the conflict has not caused material disruptions to our operations to date, further escalation of the war between Russia and Ukraine could result in a significant decline in global economic activities and impact our tenants in a manner that may lower the near-term demand for our rental properties or our tenants’ ability to pay rents. In addition, the U.S. recent military operations in Venezuela, and the potential implications geopolitically with other countries (including China) resulting therefrom, could result in further global response. While the recent and ongoing actions in Venezuela have not caused material disruptions to our operations to date, further escalation could result in decline in global economic activities and impact our tenants financially.

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As of December 31, 2024,2025, 8.7%9.8% of the rentable square footage of our portfolio was vacant or classified as repositioning, redevelopment,development, or lease-uplease-up, and leases representing 0.8%1.4% of the rentable square footage of our portfolio expired on December 31, 2024.2025. In addition, leases representing 14.4%15.1% and 17.1%14.0% of the rentable square footage of the properties in our portfolio will expire in 20252026 and 2026,2027, respectively. We cannot assure you that our leases will be renewed or that our properties will be re-leased at rental rates equal to or above the current average rental rates or that we will not offer substantial rent abatements, tenant improvements, early termination rights or below-market renewal options to attract new tenants or retain existing tenants. Our rental rate growth assumptions and forecasting may be wrong. If the rental rates for our properties decrease, or if our existing tenants do not renew their leases or we do not re-lease a significant portion of our available space and space for which leases will expire, our financial condition, results of operations, cash flows and our ability to pay distributions on, and the per share trading price of, our common stock could be adversely affected. In order to attract and retain tenants, we may be required to make rent or other concessions to tenants, accommodate requests for renovations, build-to-suit remodeling and other improvements or provide additional services to our tenants. Additionally, we may need to raise capital to make such expenditures. If we are unable to do so or if capital is otherwise unavailable, we may be unable to make the required expenditures. This could result in non-renewals by tenants upon expiration of their leases and/or an inability to attract new tenants.

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Our real estate development, redevelopmentdevelopment and repositioning activities are subject to risks.

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We are actively engaged in the development, redevelopmentdevelopment and repositioning activities with respect to certain of our properties. For such projects, we will be subject to the following risks associated with such development, redevelopmentdevelopment and repositioning activities:

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•construction, redevelopmentdevelopment and repositioning may be unsuccessful and/or costs of a project may exceed original estimates (including as a result of the imposition of tariffs), possibly making the project less profitable than originally estimated, or unprofitable;

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•time required to complete the construction, redevelopmentdevelopment or repositioning of a project or to lease up the completed project may be greater than originally anticipated, thereby adversely affecting our cash flow and liquidity;

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•non-industrial properties targeted for development, redevelopmentdevelopment or repositioning may be more difficult to manage compared to our industrial properties where we have the most property management expertise;

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•statewide and local changes in zoning and land use laws and state attorney general actions that result in moratoriums on industrial and warehouse development or materially restrict the size and uses of industrial and warehouse projects, such as the recently enacted California Assembly Bill 98 and California Senate Bill 415, which enactsenacted statewide heightened industrial development standards effective as of January 1, 2026;

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We face risks that threaten the confidentiality, integrity and availability of our systems and information associated with IT security breaches, whether through cyber-attacks or cyber intrusions over the Internet, malware, computer viruses, software vulnerabilities, attachments to e‑mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. The risk of a security breach or disruption, particularly through cyber-attack or cyber intrusion, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Emerging threats include the use of artificial intelligence (“AI”) to automate and enhance cyberattacks, generate sophisticated phishing attempts, bypass traditional security controls, and exploit vulnerabilities more efficiently. AI-powered attacks may increase the speed and complexity of cyber threats, making detection and response more challenging. Our IT networks and related systems and information are essential to the operation of our business and our ability to perform day‑to‑day operations and, in some cases, may be critical to the operations of many of our tenants. A security breach or other significant disruption involving our IT networks and related systems could:

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•Subject us to legal liability, including liability under the California Consumer Privacy Act of 2018 and othervarious state and federal data privacy, data security and other laws.

Removed

To help us better identify, manage, and mitigate these IT risks, we use the National Institute of Standards and Technology (NIST) cybersecurity framework as a guide for our cybersecurity risk management program. Additionally, our Technology department requires each employee upon hire, and at least annually thereafter, to successfully complete various security awareness training courses. Further, all employees are required to complete bi-monthly micro training modules. Our Technology department conducts periodic simulated social engineering exercises that may include, but are not limited to, simulated phishing (e-mail), vishing (voice), smishing (SMS), USB testing, and physical assessments. These tests are conducted at random throughout the year with no set schedule or frequency. Additionally, we may conduct targeted exercises against specific departments or individuals based on a risk determination. From time to time our employees may be required to complete additional cyber awareness training courses or receive personalized training from our Technology department staff based on outcomes of random testing or as part of a risk-based assessment. Given the rise of AI-driven cyber threats, our training efforts now include education on AI-generated phishing attacks.

Removed

On a quarterly basis we conduct third-party internal and external vulnerability assessments from our cybersecurity firm leveraging the Common Vulnerability Scoring System (CVSS), and on a bi-annual basis we conduct third party social engineering and cyber penetration testing with an information security company that specializes in conducting such tests. We currently maintain insurance policies to insure against breaches of network security, privacy liability, media liability, data incident response expenses, cyber related business interruption, and cyber extortion, although there is no guaranty that the insurance limits and coverage will be sufficient to cover any loss.

Removed

To further address IT security, the Audit Committee and the current chairperson of the Company’s nominating and corporate governance committee of the board of directors, provides board level oversight of information security and receives quarterly information security reports from our Technology department, while the full board of directors typically receives information security updates annually from senior leadership (in addition to ongoing updates on as-needed basis). Management has overall responsibility for implementing the Company’s cybersecurity risk management program and works closely with our Technology Department in this regard to stayed informed about and monitor the prevention, detection, mitigation and remediation of cybersecurity incidents.

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Over the prior fourfive years, the Company has not been subject to any material information security breaches to our knowledge, has not incurred any material financial harm from information security breaches, nor has the Company been subject to any material information security breaches or expenses to our knowledge since our initial formation.

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Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security breach or disruption, including the engagement of independent third party consultants to analyze and remediate any vulnerabilities, implementation of software and systems intended to monitor systems and devices on our network to reduce the risk of IT security breaches and improve our ability to detect a breach, the engagement of a cyber forensics company who can assist our investigation in the event of a breach, and ongoing cybersecurity education and training for employees throughout the year, there can be no assurance that our security efforts and measures will always be effective or that attempted security breaches or disruptions would always be thwarted or mitigated. We regularly experience attempted cyberattacks and other incidents, and we expect such attacks and incidents to continue in varying degrees. Even the most well-protected information, networks, systems, and facilities remain potentiallyare vulnerable because the techniques used in such attempted security breaches evolve and may not be recognized until after being launched against a target. AI-driven threats, including AI-generated malware and automated attack strategies, further exacerbate this risk, as they may evade detection by traditional security measures. Because we make extensive use of third-party suppliers and service providers, such as cloud services that support our operations, successful cyberattacks that disrupt or result in unauthorized access to third party IT Systems can materially impact our operations and financial results. Accordingly, we may be unable to anticipate these techniques or to implement adequate security barriers or other preventative measures, and thus it is impossible for us to entirely mitigate this risk.

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In order to qualify and maintain our qualification as a REIT, we are required under the Code, among other things, to distribute annually at least 90% of our REIT taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, we will be subject to federal and state corporate income tax to the extent that we distribute in any year less than 100% of our REIT taxable income, determined without regard to the dividends paid deduction,deduction and including any net capital gains. Because of these distribution requirements, we are highly dependent on third-party sources to fund capital needs, including any necessary acquisition financing. We may not be able to obtain such financing on favorable terms or at allall, and any additional debt we incur will increase our leverage and likelihood of default. Our access to third-party sources of capital depends, in part, on:

Added

Illiquidity of real estate investments and our ability to complete dispositions could adversely affect us.

Removed

Illiquidity of real estate investments could significantly impede our ability to sell a property if and when we decide to do so or to respond to adverse changes in the performance of our properties and resulting in harm to our financial condition.

Added

In addition, we may be unable to complete planned dispositions, or we may experience delays or changes in terms, including price reductions or extended closing timelines. An inability to consummate dispositions on expected terms and timing could limit our ability to recycle capital, reduce leverage or redeploy proceeds into higher‑return investments, and could adversely affect our results of operations, financial condition and cash flows. Market conditions, buyer financing availability, due‑diligence or regulatory findings, title or entitlement matters, and required third‑party approvals may each contribute to disposition execution risk.

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We review the carrying value of our properties when circumstances, such as adverse market conditions, indicate a potential impairment may exist. We base our review on an estimate of the future cash flows (excluding interest charges) expected to result from the property’s use and eventual disposition on an undiscounted basis. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competitioncompetition, our expected holding period and other factors. If our evaluation indicates that we may be unable to recover the carrying value of a real estate investment, an impairment loss will be recorded to the extent that the carrying value exceeds the estimated fair value of the property.

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Impairment losses have a direct impact on our operating results, because recording an impairment loss results in a negative adjustment to our publicly reported operating results. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates andrates, capital requirements and expected holding periods that could differ materially from actual results in future periods. ADeterioration worseningin real estate market mayconditions or changes in our strategy for a specific asset could cause us to reevaluaterevise theour assumptions usedand recognize additional impairments in ourfuture impairment analysis.periods.

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In the past we have acquired properties located in markets that are new to us. For example, our predecessor business acquired properties in Arizona and Illinois as part of an acquisition of a portfolio of properties that included properties located in our target markets. When we acquire properties located in new markets, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures. In the past when we have acquired properties outside of our focus market, we have subsequently divested those properties, and atbut this timepractice wecould expect to continue this practice.change.

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•repurchase our stock;

Added

Stockholder activism and related public campaigns could be disruptive and may adversely affect us.

Added

Stockholder activism and related public campaigns could divert the attention of our board of directors and management, generate costs, and create concern among tenants, lenders, and employees. Activist efforts (including stockholder proposals, director nominations, public campaigns or proxy contests) could pressure us to pursue transactions or strategic or governance changes that may not align with our long‑term plan, and there is no assurance any such actions would be accretive or achievable on acceptable terms. Responding to such activities may require significant time and expense and could adversely affect our results of operations or financial condition, as well as increase stock price volatility.

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Certain Tax Matters Agreements provide that, during a certain period after the applicable transaction (in the case of the IPO, the period beginning from the date of the completion of our IPO (July 24, 2013) through the period ending on the twelfth anniversary of our IPO (July 24, 2025)),transaction, our Operating Partnership will maintain a certain level of debt or offer certain limited partners the opportunity to guarantee its debt, and following such period, our Operating Partnership will use commercially reasonable efforts to provide such limited partners who continue to own at least 50% of the common units or other applicable units they originally received in the applicable transactions with debt guarantee opportunities. Our Operating Partnership will be required to indemnify such limited partners for their tax liabilities resulting from our failure to make such opportunities available to them (plus, in some cases, an additional amount equal to the taxes incurred as a result of such indemnity payment). Among other things, this opportunity to guarantee debt is intended to allow the participating limited partners to defer the recognition of gain in connection with the applicable transactions. These obligations may require us to maintain more or different indebtedness than we would otherwise require for our business.

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•we may also could be subject to the federal alternative minimum tax for tax years prior to 2018 and possibly increased state and local taxes; and

Reworded

We ownmay, andfrom maytime to time, acquire direct or indirect interests in one or more entities that have elected or will elect to be taxed as REITs under the Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification requirements and other limitations described herein that are applicable to us. If a Subsidiary REIT were to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to federal income tax, (ii) shares in such Subsidiary REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves of certain relief provisions.

Reworded

Even if we qualify as a REIT for federal income tax purposes, we may be subject to some federal, state and local income, property and excise taxes on our income or property and, in certain cases,and a 100% penalty tax,tax in the event we sell property in a prohibited transaction as described below. In addition, our taxable REIT subsidiary may be subject to tax as a regular corporation in the jurisdictions it operates.

Reworded

We believe that our Operating Partnership will be treated as a partnership for federal income tax purposes. As a partnership, our Operating Partnership will not be subject to federal income tax on its income. Instead, each of its partners, including us, will be allocated, and may be required to pay tax with respect to, its share of our Operating Partnership’s income. We cannot assure you, however, that the IRS will not challenge the status of our Operating Partnership or any other subsidiary partnership in which we own an interest as a partnership for federal income tax purposes, or that a court would not sustain such a challenge. If the IRS were successful in treating our Operating Partnership or any such other subsidiary partnership as an entity taxable as a corporation for federal income tax purposes, we would fail to meet certain of the gross income tests and certain of the asset tests applicable to REITs and, accordingly, we would likely cease to qualify as a REIT. Similarly, if the IRS were successful in treating any other subsidiary partnership as an entity taxable as a corporation for federal income tax purposes, we may fail to meet certain of the gross income tests and asset tests applicable to REITs and, accordingly, we may cease to qualify as a REIT. Also, the failure of our Operating Partnership or any subsidiary partnerships to qualify as a partnership couldwould cause itsuch entity to become subject to federal and state corporate income tax, which wouldcould reduce significantly the amount of cash available for debt service and for distribution to its partners, including us.

Reworded

NotUnder applicable tax law, not more than 25% (20% for taxable years beginning after December 31, 217 and before January 1, 2026) of the value of our total assets may be represented by securities of taxable REIT subsidiaries. We anticipate that the aggregate value of the stock and other securities of any taxable REIT subsidiaries that we own will be less than 20%25% of the value of our total assets, and we will monitor the value of these investments to ensure compliance with applicable asset test limitations.

Reworded

To qualify as a REIT, we generally must distribute to our stockholders annually at least 90% of our REIT taxable income each year,income, determined without regard to the dividends paid deduction and excluding net capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute in any year less than 100% of our REIT taxable incomeincome, (determined without regard to the deduction for dividends paid) eachdeduction year.and including net capital gains. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. Accordingly, we may not be able to retain sufficient cash flow from operations to meet our debt service requirements and repay our debt. Therefore, we may need to raise additional capital for these purposes, and we cannot assure you that a sufficient amount of capital will be available to us on favorable terms, or at all, when needed. Further, in order to maintain our REIT qualification and avoid the payment of income and excise taxes, we may need to borrow funds to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from, among other things, differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments. These sources, however, may not be available on favorable terms or at all. Our access to third-party sources of capital depends on a number of factors, including the market’s perception of our growth potential, our current debt levels, the per share trading price of our common stock, and our current and potential future earnings. We cannot assure you that we will have access to such capital on favorable terms at the desired times, or at all, which may cause us to curtail our investment activities and/or to dispose of assets at inopportune times.

Reworded

The maximum tax rate applicable to “qualified dividend income” payable to U.S. stockholders that are individuals, trusts and estates is 20%. Dividends payable by REITs, however, generally are not eligible for these reduced rates. Under current law, however, U.S. stockholders that are individuals, trusts and estates generally may deduct up to 20% of the ordinary dividends (e.g., dividends not designated as capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026.REIT. Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs (generally to 29.6% assuming the shareholder is subject to the 37% maximum rate), such tax rate is still higher than the tax rate applicable to corporate dividends that constitute qualified dividend income. Accordingly, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the shares of REITs.

Management's Discussion & Analysis (MD&A) (10-K Item 7)

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New heading “Impairment of Investments in Real Estate, Net”

New heading “Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024”

New heading “Impairment of Real Estate”

New heading “Debt Extinguishment and Modification Expenses”

New heading “Stock Repurchase Programs”

New heading “Comparison of the Year Ended December 31, 2025 to the Year Ended December 31, 2024”

Removed heading “Impairment of Long-Lived Assets”

Removed heading “Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”

Removed heading “Comparison of the Year Ended December 31, 2023 to the Year Ended December 31, 2022”

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The infill Southern California industrial real estate sector continues to exhibit favorable long-term supply-demand fundamentals. These high-barrier infill markets are characterized by a relative scarcity of highly functional product, coupled with the limited ability to introduce new supply over the long-term due to high land and redevelopmentdevelopment costs, regulatory hurdles with restrictive development constraints and a dearth of developable land in markets experiencing a net reduction in supply as, over time, more industrial property is converted to non-industrial uses than can be delivered. Additionally,That regional consumption, which we believe represents an important driver of industrial tenant demand within our target markets, continues to exhibit growth as measured by consumer spending with approximately $31.6 billion of incremental spending forecasted for 2025, according to Oxford Economics. While we believe that our infill Southern California industrial property markets have demonstrated resiliency related to occupancy and rental rates in the context of key market drivers over the last several years,said, we expect some ongoing volatility within our markets through the near term, principally driven by general macroeconomic and political uncertainty including recent changes in trade and tariff policy, an uncertain interest rate environment, persistent inflation, changes in trade policy,inflation and global geopolitical unrest. Market rent growth continues to normalize, with rents decreasing approximately 12.5% over 2024, accordingAccording to third-party market data, market rent growth within our infill Southern California markets,markets afterhas having increaseddecreased by approximately 80.0%,22% onfrom average,the throughpeak levels reached in mid-2023. This decline follows an average increase of approximately 80% during the pandemic years of 2020 through 2022. Based on the same third-party market data, overall market rents remain approximately 40% above pre-pandemic levels.
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Rexford Industrial Realty, Inc. is a self-administered and self-managed full-service REIT focused on owning and operating industrial properties in Southern California infill markets. We were formed as a Maryland corporation on January 18, 2013 and Rexford Industrial Realty, L.P. (the “Operating Partnership”), of which we are the sole general partner, was formed as a Maryland limited partnership on January 18, 2013. Through our controlling interest in our Operating Partnership and its subsidiaries, we acquire, own, improve, reposition, redevelop,develop, lease and manage industrial real estate principally located in Southern California infill markets, and from time to time, acquire or provide mortgage debt secured by industrial zoned property or property suitable for industrial development. From time to time we also sell assets as part of our capital allocation strategy. We are organized and conduct our operations to qualify as a REIT under the Code, and generally are not subject to federal taxes on our income to the extent we distribute our income to our shareholders and maintain our qualification as a REIT.

Reworded

Our goal is to generate attractive risk-adjusted returns for our stockholders by providing superior access to industrial property investments and mortgage debt investments secured by industrial property in high-barrier Southern California infill markets. Periodically we also engage in mortgage debt investments secured by industrial zoned property or property suitable for industrial development within these markets. Our target markets provide us with opportunities to acquire both stabilized properties generating favorable cash flow, as well as properties or land parcels where we can enhance returns over time through value-add repositioning and redevelopments.developments. Scarcity of available space and high barriers limiting new construction of for-lease product all contribute to create superior long-term supply/demand fundamentals within our target infill Southern California industrial property markets. With our vertically integrated operating platform and extensive value-add investment and management capabilities, we believe we are positioned to capitalize upon the opportunities in our markets to achieve our objectives.

Added

Management Update

Added

In November 2025, the Company announced that Laura Clark, Chief Operating Officer, will assume the role of Chief Executive Officer effective April 1, 2026, as part of the Company’s leadership succession plan. Ms. Clark was appointed to the Board of Directors in November 2025 and will succeed Co‑Chief Executive Officers Howard Schwimmer and Michael Frankel, who will depart from their roles effective March 31, 2026. Mr. Schwimmer and Mr. Frankel will continue to serve as members of the Board of Directors until their terms expire at the Company’s 2026 Annual Meeting of Stockholders. Management does not expect the leadership transition to disrupt the Company’s operations.

Added

Following the November 2025 announcement, the Company began certain operating and capital initiatives, including changes to capital deployment priorities and a reduction in development exposure as part of its evaluation of potential property dispositions. In connection with these initiatives and the leadership transition, the Company incurred certain costs and non‑cash charges during 2025. These amounts are reflected in the Company’s 2025 results and have been considered in its outlook for 2026.

Reworded

•Net income attributable to common stockholders increaseddecreased by 15.6%23.9% to $262.9$200.2 million in 20242025 compared to 2023.2024.

Reworded

•Executed a total 436478 new and renewal leases with a combined 8.110.4 million rentable square feet, with leasing spreads of 38.9%23.4% on a GAAP basis and 28.6%10.7% on a cash basis. Excluding one lease extension executed in the first quarter of 2024 on a 1.1 million rentable square foot lease, leasing spreads were 55.3% on a GAAP basis and 38.7% on a cash basis.

Removed

•During 2024, we completed $1.5 billion in total investments representing 56 properties with a combined 4.6 million rentable square feet of buildings on 218.3 acres of land.

Removed

•During 2024, we sold five properties with a combined 170,293 rentable square feet for an aggregate gross sales price of $44.3 million and recognized $18.0 million in gains on sale of real estate.

Added

•We did not complete any property acquisitions during 2025.

Added

•During 2025, we sold seven properties totaling 589,534 rentable square feet for an aggregate gross sales price of $217.5 million and recognized $106.0 million in gains on sale of real estate.

Reworded

Repositioning & RedevelopmentDevelopment

Removed

•During 2024, we stabilized 10 of our repositioning/redevelopment properties located at 9755 Distribution Avenue, 8902-8940 Activity Road, 444 Quay Avenue, 263-321 Gardena Boulevard, 20851 Currier Road, 17311 Nichols Lane, 12752-12822 Monarch Street, 12907 Imperial Highway and 500 Dupont Avenue, which have a combined 826,442 rentable square feet of buildings, as well as 2880 Ana Street, which is an industrial outdoor storage sites with 3.7 acres of land.

Reworded

•As◦During of December 31, 2024,2025, we hadstabilized 1221 repositioning/redevelopment and development properties withtotaling a combined 1,175,6882,225,865 rentable square feetfeet, inwith projects delivered throughout the lease-upyear stage.across our portfolio.

Added

◦As of December 31, 2025, our development project located at 12118 Bloomfield Avenue (107,045 rentable square feet) was 100% leased and is expected to stabilize in mid-2026 upon lease commencement. Excluding this property, as of December 31, 2025, we had 13 additional repositioning and development properties totaling 1,354,385 rentable square feet in the lease-up stage.

Removed

•During 2024, we issued 12,666,152 shares of common stock for total net proceeds of $650.2 million through a range of equity transactions, as follows:

Removed

◦We settled the forward equity sale agreement that was outstanding as of December 31, 2023 under our 2023 at-the-market equity offering program by issuing 3,010,568 shares of our common stock for net proceeds of $164.5 million, based on a weighted average forward price of $54.65 per share at settlement.

Reworded

◦We•During the first quarter of 2025, we settled the remaining portion of the forward equity sale agreementsagreement related to our MayMarch 20232024 underwritten public offering by issuing 2,253,0349,776,768 shares of common stock for net proceeds of $125.7$478.0 million, based on a weighted average forward price of $55.79$48.89 per share at settlement.

Added

•During the second half of 2025, we repurchased 6,327,283 shares of our common stock under our stock repurchase programs at a weighted average price of $39.51 per share for a total of $250.1 million, including commissions.

Removed

◦In March 2024, we completed a public offering of 17,179,318 shares of common stock to an existing investor, subject to a forward equity sale agreement, at a price of $48.95 per share for a gross offering value of $840.9 million. In 2024, we partially settled the forward equity sale agreement by issuing 7,402,550 shares of common stock for net proceeds of $360.0 million, based on a weighted average forward price of $48.63 per share at settlement.

Removed

•Subsequent to December 31, 2024, through the date of this filing, we partially settled forward equity sale agreement related to the March 2024 public offering by issuing 1,543,191 shares of common stock in exchange for net proceeds of $75.0 million, based on a weighted average forward price of $48.60 per share at settlement.

Removed

•As of the date of this filing, we had 8,233,577 shares of common stock, or approximately $401.1 million of net forward proceeds remaining for settlement prior to March 27, 2025, based on a weighted average forward price of $48.72 per share.

Added

•On May 30, 2025, we amended our senior unsecured credit agreement to, among other changes, increase the borrowing capacity under our unsecured revolving credit facility from $1.0 billion to $1.25 billion, extend the maturity date of the unsecured revolving credit facility from May 26, 2026 to May 30, 2029 (with two extension options of six months each), extend the maturity date of the $400.0 million unsecured term loan facility from July 18, 2025 to May 30, 2030, and lower the interest rate by eliminating the 0.10% SOFR adjustment that previously applied to both the unsecured revolving credit facility and the $400.0 million unsecured term loan facility.

Added

•On November 21, 2025, we further amended our senior unsecured credit agreement to eliminate the 0.10% SOFR adjustment applicable to our $300.0 million unsecured term loan facility.

Added

•On June 30, 2025, we executed three interest rate swaps with an aggregate notional value of $400.0 million to fix daily SOFR related to our $400.0 million unsecured term loan facility at a rate of 3.41375%, commencing on July 1, 2025 through May 30, 2030. These swaps take the place of the swaps that were previously in place from April 3, 2023 through June 30, 2025, which fixed daily SOFR at 3.97231%.

Added

•On August 6, 2025, we paid in full the outstanding principal balance on the $100 million unsecured senior notes.

Added

•On September 2, 2025, we amended our $60.0 million term loan facility to, among other changes, add two additional one-year extension options. As of December 31, 2025, we have three remaining one-year extension options available, subject to certain terms and conditions.

Added

•Subsequent to December 31, 2025, we certified that the sustainability performance targets associated with our unsecured credit agreement were met for 2025, resulting in a reduction of the applicable margin and applicable credit facility fee by 0.040% and 0.01%, respectively.

Removed

•In March 2024, we completed the issuance of three-year $575.0 million exchangeable senior notes with a 4.375% coupon and a 30% conversion premium and five-year $575.0 million exchangeable senior notes with a 4.125% coupon and a 30% conversion premium. Net proceeds were approximately $1.126 billion after deducting the initial purchasers’ discounts and commissions and offering expenses.

Reworded

The infill Southern California industrial real estate sector continues to exhibit favorable long-term supply-demand fundamentals. These high-barrier infill markets are characterized by a relative scarcity of highly functional product, coupled with the limited ability to introduce new supply over the long-term due to high land and redevelopmentdevelopment costs, regulatory hurdles with restrictive development constraints and a dearth of developable land in markets experiencing a net reduction in supply as, over time, more industrial property is converted to non-industrial uses than can be delivered. Additionally,That regional consumption, which we believe represents an important driver of industrial tenant demand within our target markets, continues to exhibit growth as measured by consumer spending with approximately $31.6 billion of incremental spending forecasted for 2025, according to Oxford Economics. While we believe that our infill Southern California industrial property markets have demonstrated resiliency related to occupancy and rental rates in the context of key market drivers over the last several years,said, we expect some ongoing volatility within our markets through the near term, principally driven by general macroeconomic and political uncertainty including recent changes in trade and tariff policy, an uncertain interest rate environment, persistent inflation, changes in trade policy,inflation and global geopolitical unrest. Market rent growth continues to normalize, with rents decreasing approximately 12.5% over 2024, accordingAccording to third-party market data, market rent growth within our infill Southern California markets,markets afterhas having increaseddecreased by approximately 80.0%,22% onfrom average,the throughpeak levels reached in mid-2023. This decline follows an average increase of approximately 80% during the pandemic years of 2020 through 2022. Based on the same third-party market data, overall market rents remain approximately 40% above pre-pandemic levels.

Added

Leasing activity across our portfolio was steady in 2025, with positive absorption for the year, when excluding properties placed into repositioning or development, driven in part by leasing at our repositioning and development projects. Activity at these projects increased in the second half of 2025 compared to the first half. However, we recognize that heightened macroeconomic and tariff uncertainty continues to weigh on tenant decision-making and may influence tenant demand going forward.

Reworded

The quality of tenant demand in 2024 is demonstrated through the Company’s strong leasing spreads and leasing volume (see “—Leasing Activity and Rental Rates” below). Tenant demand has been driven by a wide range of sectors, from consumer products, healthcare and medical products to aerospace,aerospace and defense, food and beverage, construction and logistics, e-commerce, among other sectors. We also continue to observe a notable volume of ecommerce-oriented tenants securing space within our infill property locations driven in part by delivery demand associated with last-mile distribution and local omnichannel retail fulfillment which are driving discernible shifts in inventory-handling strategies among retailers and distributors. Our portfolio, which we believe represents prime locations with superior functionality within the largest last-mile logistics distribution market in the nation, is well-positioned to continue to serve our existing diverse tenant base and attract incremental ecommerce-oriented and traditional distribution demand over the long-term.

Reworded

We believe our portfolio’s leasing performance in 20242025 has generally outpaced that of the infill markets within which we operate. By way of example, the observed rent decline within our portfolio of approximately 8.3% through 2024 compares favorably to the approximately 12.5% decline in rents, on average, for our broader infill Southern California market as reported by third-party market data. We believe this relative performance has been driven by our highly entrepreneurial business model focused on acquiring and improving industrial property in superior locations so that our portfolio reflects a higher level of quality and functionality, on average, as compared to typical available product within the markets within which we operate. We believe that our portfolio, withcomprised last-mileof smaller space sizes averaging 26,000 square feet located entirely within last-mile, infill Southern California locations and a smaller average tenant size versus other non-infill competitors, is well positioned to serve regional consumption and may be less susceptible to changes in global trade flows.flows as compared to large warehouses located within non-infill submarkets. We also believe the quality and entrepreneurial approach demonstrated by our team of real estate professionals actively managing our properties and our tenants enables the potential to outcompete within our markets thatwhere we believe competing properties are generally otherwise owned by more passive, less-focused real estate owners.

Reworded

In Los Angeles County, vacancy increased year-over-year to 4.2%5.2% and average asking lease rates decreased 13%14% year-over-year after increasing by 78% over the prior three year period.year-over-year. New development is limited by a lack of land availability and an increase in land and development costs.

Reworded

In Orange County, vacancy increased year-over-year to 4.9% and average asking lease rates decreased year-over-year4% and vacancy increased year-over-year to 3.1%.year-over-year. Market conditions are expected to be favorable over the long-term due to steady demand and the continued low availability of industrial product in this region.

Reworded

In the Inland Empire West, which contains infill markets in which we operate, vacancy increased year-over-year to 5.5%6.0% and average taking lease rates declined 21%6% year-over-year as the market readjusted from the unsustainable levels of hyper-growth from 2020 to 2022, which also drove a temporary increase in the development of new, typically larger space product. Consequently, the increased vacancy was primarily due to vacant construction deliveries, as well as an increase in the supply of buildings over 100,000 square feet.year-over-year. We generally do not focus on properties located within the non-infill Inland Empire East sub-market where available land and the development and construction pipeline for new supply is substantial.

Reworded

Acquisitions and Value-Add Repositioning and RedevelopmentDevelopment of Properties

Added

The Company’s growth strategy remains centered on creating long‑term, per‑share value through disciplined capital allocation, targeted industrial investment within infill Southern California, and the execution of value‑add initiatives across our industrial portfolio. While we did not complete any acquisitions during the current year, our long‑term strategy continues to prioritize opportunities that demonstrate the potential for accretion to Core FFO and net asset value per share that will be evaluated through rigorous underwriting criteria reflecting current market conditions and our cost of capital. We will continue to evaluate and execute upon the repositioning and improvement of properties already within our portfolio to enhance functionality, marketability, future cash‑flow growth and drive value creation that meet our strengthened risk-adjusted return thresholds.

Added

Consistent with our refined capital‑allocation strategy communicated in November 2025, the Company is placing heightened emphasis on maximizing risk‑adjusted returns through a programmatic disposition strategy, recycling capital into higher‑return repositioning projects within our existing portfolio, share repurchases, and selective development and acquisition opportunities aligned with rigorous underwriting standards. These refinements build upon our longstanding focus on infill Southern California industrial real estate, a market that we believe continues to offer superior long‑term fundamentals.

Reworded

The Company’s growthhistorical investment strategy targets industrial property investments demonstrating the potential for accretion in Core FFO and net asset value, both on a per share basis, over the near- to longer-term. These target investments may comprise acquiring leased, stabilized properties as well as properties with value-add opportunities to improve functionality and to deploy our value-driven asset management programs in order to increase cash flow and value. Additionally, from time to time, we may acquire industrial outdoor storage sites, land parcels or properties with excess land for ground-up redevelopmentdevelopment projects. Acquisitions may comprise single property investments as well as the purchase of portfolios of properties, with transaction values ranging from approximately $10 million single property investments to portfolios potentially valued in the billions of dollars. The Company’s geographic focus remains infill Southern California. However, from time-to-time, portfolios could be acquired comprising a critical mass of infill Southern California industrial property that could include some assets located in markets outside of infill Southern California. In general, to the extent non-infill-Southern California assets were to be acquired as part of a larger portfolio, the Company may underwrite such investments with the potential to dispose such assets over a certain period of time in order to maximize its core focus on infill Southern California, while endeavoring to take appropriate steps to satisfy REIT safe harbor requirements to avoid prohibited transactions under REIT tax laws. Similarly, while our focus is owning and operating industrial properties in Southern California infill markets, occasionally an acquisition may include non-industrial properties, such as office and other uses, with the intent to reposition or redevelopdevelop the properties into industrial use or to dispose of the non-industrial assets in a manner intended to satisfy REIT safe harbor requirements to avoid prohibited transactions under REIT tax laws.

Reworded

A key component of our growth strategy ishas historically been to acquire properties through off-market and lightly marketed transactions that are often operating at below-market occupancy or below-market rent at the time of acquisition or that have near-term lease roll-over or that provide opportunities to add value through functional or physical repositioning and improvements. Through various repositioning, redevelopment,development, and professional leasing and marketing strategies, we seek to increase the properties’ functionality and attractiveness to prospective tenants and, over time, to stabilize the properties at occupancy rates that meet or exceed market rates.

Reworded

Repositioning remains a central component of our value‑creation strategy, as we seek to modernize, reconfigure, and enhance existing properties to align with tenant demand and maximize risk‑adjusted returns. A repositioning can provide a range of property improvements. This may include a complete structural renovation of a property whereby we convert large underutilized spaces into a series of smaller and more functional spaces, or it may include the creation of additional square footage, the modernization of the property site,improvements, the elimination of functional obsolescence, the addition or enhancement of loading areas and truck access, the enhancement of fire-life-safety systems or other accretive improvements, in each case designed to improve the cash flow and value of the property.

Reworded

We have a number of significant repositioning properties, which are individually presented in the tables below. A repositioning property that is considered significant is typically defined as a property where a significant amount of space is held vacant in order to implement capital improvements, the cost to complete repositioning work and lease-up is estimated to be greater than $1$2.5 million and the repositioning and lease-up time frame is estimated to be greater than six months. We also have a range of other spaces in repositioning, that due to their smaller size, relative scope, projected repositioning costs or relatively nominal amount of down-time, are not presented below, however, in the aggregate, may be substantial (and which we refer to as “other repositioning projects”).

Added

A development property is defined as a property where we plan to fully demolish an existing building(s) due to building obsolescence and/or construct a ground-up building on a property with excess or vacant land. We recently re-evaluated our near-term development pipeline to focus on opportunities that satisfy enhanced underwriting criteria. As part of this process, we evaluated alternatives including proceeding with development, postponing construction, or selling the site based on relative risk‑adjusted returns. Following this review, we determined not to proceed with six projects totaling approximately 850,000 square feet.

Removed

A redevelopment property is defined as a property where we plan to fully or partially demolish an existing building(s) due to building obsolescence and/or a property with excess or vacant land where we plan to construct a ground-up building.

Reworded

As of December 31, 2024,2025, 22nine of our repositioning and development properties were under current repositioning or redevelopmentconstruction and 1214 of our properties were in the lease-up stage. In addition, following our re-evaluation of the development pipeline, we have a pipeline of 21 additionalsix properties foras whichnear-term wepotential anticipate beginningfuture repositioning/redevelopment constructionand workdevelopment over the near term.opportunities. The tables below set forth a summary of these properties, as well as the properties that were most recently stabilized in 20232024 and 2024,2025, as the timing of these stabilizations have a direct impact on our current and comparative results of operations. We consider a repositioning/redevelopmentdevelopment property to be stabilized upon the earlier of (i) reaching 90% occupancy or (ii) one year from the date construction work is completed.

Removed

– See footnotes starting on page 67 –

Reworded

(2)“Repositioning/Lease-up Rentable Squaresquare Feet”feet is the actual rentable square footage that is subject to repositioning at the property/building, and may be less than the total rentable square footage of the entire property or particular building(s) under repositioning. For developments, rentable square feet represents the estimated rentable square footage of the project upon completion of the development.

Added

(3)As of December 31, 2025, the entire project includes 526,069 rentable square feet, comprised of: (i) 3211 Mission Oaks Boulevard, a newly constructed building totaling 116,852 rentable square feet, and (ii) 3233 Mission Oaks Boulevard, with 409,217 rentable square feet which were not redeveloped. Site improvements were completed across the entire project. The rentable square feet and property leased percentage apply only to 3211 Mission Oaks Boulevard.

Removed

(3)14434-14527 San Pedro Street is a low coverage site with 61,398 rentable square feet of buildings on 335,905 square feet, or 7.7 acres, of land.

Removed

(4)As of December 31, 2024, 29120 Commerce Center Drive has been leased on a short-term basis through June 30, 2025. We are currently performing repositioning work around the short-term tenant.

Removed

(5)As of December 31, 2024, we were performing repositioning work at 17000 Kingsview Avenue around a short-term tenant who subsequently vacated the property in January 2025.

Removed

(6)As of December 31, 2024, 29125 Avenue Paine has been leased on a short-term basis through June 30, 2025. We are planning to perform repositioning work around the short-term tenant.

Removed

(7)Harcourt & Susana is a low coverage site with 33,461 rentable square feet of buildings on 239,364 square feet, or 5.5 acres, of land.

Removed

(8)Represents the estimated rentable square footage of the project upon completion of redevelopment.

Removed

(9)As of December 31, 2024, 3233 Mission Oaks Boulevard comprises 409,217 rentable square feet that are currently occupied and not being redeveloped. We are constructing one new building comprising 116,852 rentable square feet. We are also performing site work across the entire project. At completion, the total project will contain 526,069 rentable square feet.

Removed

(10)Rancho Pacifica Building 5 is located at 2370-2398 Pacifica Place and comprises one building totaling 51,594 rentable square feet, out of six buildings at our Rancho Pacifica Park property, which has a total of 1,111,885 rentable square feet.

Removed

We demolished the existing building and are constructing a new building comprising approximately 76,553 rentable square feet in its place.

Added

(5)As of December 31, 2025, 1315 Storm Parkway is considered stabilized, as it reached one year from the date of completion of construction work, but remains in lease-up for presentation purposes, as the property has not yet achieved 90% occupancy.

Added

(6)9400-9500 Santa Fe Springs Road totals 595,304 rentable square feet and the proposed repositioning project pertains to work at only one of the units, totaling 184,270 rentable square feet.

Showing the first 60 of 205 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

What changed in the latest 10-Q

Comparing 10-Q filed 2026-07-28 (period ending 2026-06-30) with 10-Q filed 2026-04-28 (period ending 2026-03-31).

Risk Factors (10-Q Part II, Item 1A)

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0removed paragraphs
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43 → 43words in section

The section in the latest 10-Q reads in full:

Please refer to our Risk Factors as set forth in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no material changes to the risk factors as set forth in that document.

No wording changes found in this section.

Full comparison: every changed paragraph (0)

Green = added, red = removed. Unchanged paragraphs and tables are not shown. Read the complete text in the original filing.

Management's Discussion & Analysis (MD&A) (10-Q Part I, Item 2)

60new paragraphs
14removed paragraphs
98reworded paragraphs
14,889 → 17,563words in section

New heading “Debt Extinguishment and Modification Expenses”

New heading “Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025”

New heading “(1) Rental Revenue”

New heading “(2) Tenant Reimbursements”

New heading “(3) Other Income”

New heading “Management and Leasing Services”

New heading “Interest Income”

New heading “Property Expenses”

New heading “General and Administrative”

New heading “Depreciation and Amortization”

New heading “Other Expenses, Net”

New heading “Interest Expense”

New heading “Impairment of Real Estate”

New heading “Gains on Sale of Real Estate”

New heading “Debt Extinguishment and Modification Expenses”

Largest changes (selected automatically by length and topic keywords; quoted verbatim, no commentary)

Reworded topics: impairment, write-down

Paragraph as it now reads, with added and removed wording marked:

During the three months ended MarchJune 31,30, 2026, we recognized additional impairment charges totaling $6.8$624.8 million related to fivecertain developmentreal propertiesestate for which the expected holding period was shortened in the fourth quarter of 2025 and a plan to pursue their sale was adopted.assets. The impairment charges were primarily attributable to changes in management's assumptions regarding expected holding periods for properties identified for disposition, which resulted in estimated fair values below carrying value. The impairment charges also included incremental write-downs on certain properties sold during the quarter that had been previously impaired, primarily to reflect incremental write‑downs for estimated selling costs and, for one property, a slight revision to thesell contractedupon sales price. During the quarter, three of these properties were sold and two additional properties were classifiedclassification as held for sale as of March 31, 2026.sale. No impairment charges were recognized during the three months ended MarchJune 31,30, 2025.
see in full comparison
New text topics: impairment, write-down
“During the six months ended June 30, 2026, we recognized impairment charges totaling $631.6 million related to certain real estate assets. The impairment charges were primarily attributable to changes in management's assumptions regarding expected holding periods for properties identified for disposition, which resulted in estimated fair values below carrying value. The impairment charges also included incremental write-downs on certain properties sold during 2026 that had been previously impaired, primarily to reflect estimated costs to sell upon classification as held for sale. …”
see in full comparison
New text topics: impairment
“Impairment of Real Estate”
see in full comparison
New text
“Comparison of the Six Months Ended June 30, 2026 to the Six Months Ended June 30, 2025”
see in full comparison
New text
“Debt Extinguishment and Modification Expenses”
see in full comparison
New text
“Debt Extinguishment and Modification Expenses”
see in full comparison
Full comparison: every changed paragraph (172)

Green = added, red = removed. Unchanged paragraphs, 12 paragraphs where only numbers/dates changed, and tables are not shown. Read the complete text in the original filing.

Reworded

As of MarchJune 31,30, 2026, our consolidated portfolio consisted of 414409 properties with approximately 50.449.9 million rentable square feet.

Reworded

Effective April 1, 2026, Laura Clark assumed the role of Chief Executive Officer and John Nahas assumed the role of Chief Operating Officer, as part of the Company’s leadership succession plan announced in November 2025. Howard Schwimmer and Michael Frankel ceased serving as Co‑Chief Executive Officers effective March 31, 2026 and continued to serve as directors on the Board until their terms expired at the 2026 Annual Meeting of Shareholders on May 19, 2026. The Company continues to execute on operating and capital initiatives announced in connection with this transition, including changes to capital allocation priorities, a reduction in development exposure and enhanced operational rigor and synergies.

Removed

•Net income attributable to common stockholders increased by 28.6% to $87.9 million for the three months ended March 31, 2026, compared to the prior year.

Reworded

•CoreNet funds from operations (Core FFO)(1)loss attributable to common stockholders decreasedwas by 0.9% to $139.8$419.0 million for the threesix months ended MarchJune 31,30, 2026, compared to net income attributable to common stockholders of $181.8 million for the priorprior-year year.period.

Added

•Recognized impairment charges of $631.6 million for the six months ended June 30, 2026, including $624.8 million recognized during the second quarter of 2026, primarily related to certain properties identified for potential disposition as part of our ongoing portfolio review.

Reworded

•NetCore operatingfunds incomefrom operations (NOICore FFO)(1) decreasedattributable to common stockholders increased by 4.2%0.2% to $185.4$281.2 million for the threesix months ended MarchJune 31,30, 2026, compared to the priorprior-year year.period.

Added

•Net operating income (NOI)(1) decreased by 2.0% to $372.2 million for the six months ended June 30, 2026, compared to the prior-year period.

Reworded

•Total portfolio occupancy at MarchJune 31,30, 2026 was 90.7%.90.0%.

Added

•Same Property Portfolio(2) NOI increased by 0.3% to $328.5 million and Same Property Portfolio Cash NOI(1) increased by 0.6% to $306.0 million for the six months ended June 30, 2026, compared to the prior-year period.

Reworded

•Same Property Portfolio(2) average occupancy for the threesix months ended MarchJune 31,30, 2026 was 96.3%96.0% and ending occupancy at MarchJune 31,30, 2026 was 96.1%.95.1%.

Reworded

•During the first quarter of 2026, we sold five properties with a combined 314,693 rentable square feet for a total gross sale price of $127.4 million and recognized $26.3 million in gains on sale of real estate. Three of thesethe properties werehad been previously impaired, including additional impairments recorded during the quarter,impaired and were sold without a gain or loss.

Reworded

•Subsequent toDuring the firstsecond quarter of 2026, we sold oneseven propertyproperties with 101,380a combined 571,708 rentable square feet for a total gross sale price $16.5of million.$137.9 million and recognized $21.9 million in gains on sale of real estate. Four of the properties had been previously impaired and were sold without a gain or loss.

Added

•Subsequent to the second quarter of 2026, we sold one property with 22,667 rentable square feet for a gross sale price of $7.6 million.

Added

•During the second quarter of 2026, we stabilized our development projects located at 3211 Mission Oaks Boulevard and 19900 Plummer Street, which have a combined 196,391 rentable square feet. We also leased our 46,653 rentable square foot repositioning project located at 14955 Salt Lake Avenue which will stabilize in the third quarter of 2026 upon lease commencement.

Added

•During the second quarter of 2026, we also completed construction of four of our development properties with a combined 449,316 square feet that are now classified in the lease-up stage.

Added

•Subsequent to the second quarter of 2026, we executed two leases totaling 102,025 rentable square foot lease at our development project located at 3680-3880 Voyager Street and our repositioning project located at 24935 Avenue Kearny.

Added

__________________________ (1) See “Non-GAAP Supplemental Measures: Funds From Operations” and “Non-GAAP Supplemental Measures: NOI and Cash NOI” included under Item 2 of this Form 10-Q for definitions of Core FFO, NOI, Same Property Portfolio NOI and Cash NOI, reconciliations to the most directly comparable GAAP measures, and a discussion of why we believe these measures are useful supplemental measures of operating performance.

Added

•During the second quarter of 2026, we repurchased 2,801,307 shares of our common stock under our stock repurchase program at a weighted average price of $35.70 per share for a total of $100.1 million, including commissions.

Added

•Subsequent to the second quarter of 2026, a new $1.0 billion stock repurchase program was approved, replacing and superseding our prior repurchase program, with a term through July 31, 2028.

Removed

__________________________ (1) See “Non-GAAP Supplemental Measures: Funds From Operations” and “Non-GAAP Supplemental Measures: NOI and Cash NOI” included under Item 2 of this Form 10-Q for a definition and reconciliation of Core FFO and NOI from net income and a discussion of why we believe Core FFO and NOI are useful supplemental measures of operating performance.

Reworded

Leasing activity across our portfolio was stronghealthy during the first half of 2026. In the second quarter, however, market vacancy continues to increasedecreased and net absorption remainswas negative.positive, however, performance across submarkets, size ranges and quality varies. We recognize that heightened macroeconomic and tariff uncertainty may continue to weigh on tenant decision-making and may influence tenant demand going forward.

Reworded

Tenant demand has been driven by a wide range of sectors, from consumer products, healthcare and medical productsproducts, toadvanced aerospace and defense,manufacturing, food and beverage, construction and logistics, e-commerce, among other sectors. Our portfolio, which we believe represents prime locations with superior functionality within the largest last-mile logistics distribution market in the nation, is well-positioned to continue to serve our diverse tenant base and attract tenant demand over the long-term.

Reworded

We believe our portfolio’s leasing performance during the firstsecond quarter of 2026 has generally outpaced that of the infill markets within which we operate. We believe this performance has been driven by our highly entrepreneurial business model focused on acquiring and improving industrial property in superior locations so that our portfolio reflects a higher level of quality and functionality, on average, as compared to typical available product within the markets within which we operate. We believe that our portfolio, comprised of smaller space sizes averaging 28,000 square feet located entirely within last-mile, infill Southern California locations is well positioned to serve regional consumption and may be less susceptible to changes in global trade flows as compared to large warehouses located within non-infill submarkets. We also believe the quality and entrepreneurial approach demonstrated by our team of real estate professionals actively managing our properties and our tenants enables the potential to outcompete within our markets where we believe competing properties are generally otherwise owned by more passive, less-focused real estate owners.markets. Additionally, supply under construction is far below recent historical levels, and coupled with the increasingly restrictive regulatory environment, the near and long term opportunity to create value through repositioning existing assets is robust.

Reworded

In Los Angeles County, vacancy increaseddecreased quarter-over-quarter to 5.3%5.0% and average asking lease rates declined quarter-over-quarter.

Reworded

In the Inland Empire West, which contains infill markets in which we operate, vacancy increaseddecreased quarter-over-quarter to 6.4%5.9% and average taking lease rates increaseddecreased quarter-over-quarter. We generally do not focus on properties located within the non-infill Inland Empire East sub-market where there is excess land available for development.

Reworded

In San Diego, vacancy increaseddecreased quarter-over-quarter to 6.7%6.6% and average asking lease rates declined quarter-over-quarter.

Reworded

In Ventura County, vacancy increaseddecreased quarter-over-quarter to 4.4%4.2% and average asking lease rates declined quarter-over-quarter.

Reworded

The Company’sOur growth strategy remains centered on creating long‑term, per‑share FFO and net asset value through disciplined capital allocation, targeted industrial investment within infill Southern California, and the execution of value‑add initiatives across our industrial portfolio. While we did not complete any acquisitions during the prior year andor currentfirst quarter,half ourof long‑term2026, strategywe continuescontinue to prioritizeevaluate investment opportunities that demonstratewe believe have the potential forto accretionbe accretive to Core FFO and net asset value per share thatand willsatisfy be evaluated through rigorousour underwriting criteriacriteria, reflectingwhich reflect current market conditions and our cost of capital. We willalso continue to evaluate and execute upon the repositioning and improvement of properties alreadyinitiatives within our existing portfolio to enhance property functionality, marketability, future cash‑ flow growth and drivelong-term value creation that meet our strengthened risk-adjusted return thresholds.creation.

Added

Consistent with the capital allocation strategy announced in November 2025 and following a comprehensive portfolio review completed during 2026, we currently anticipate approximately $1.5 billion to $2.0 billion of dispositions in 2026. Properties identified for potential disposition are generally those that we believe offer lower long-term risk-adjusted returns relative to alternative uses of capital. Our disposition strategy reflects our efforts to enhance portfolio quality, improve capital efficiency and reallocate capital toward opportunities that we believe offer the most attractive long-term risk-adjusted returns. We currently intend to use net proceeds from dispositions primarily to reduce outstanding indebtedness, fund value-add repositioning and development activity within our existing portfolio and repurchase shares of our common stock. We believe these actions will further align our portfolio and capital allocation with our longstanding focus on infill Southern California industrial real estate, a market that we believe continues to offer attractive long-term fundamentals.

Removed

Consistent with our refined capital‑allocation strategy communicated in November 2025, the Company is placing heightened emphasis on maximizing risk‑adjusted returns through a programmatic disposition strategy, recycling capital into higher‑return repositioning projects within our existing portfolio, share repurchases, and selective development and acquisition opportunities aligned with rigorous underwriting standards. These refinements build upon our longstanding focus on infill Southern California industrial real estate, a market that we believe continues to offer superior long‑term fundamentals.

Reworded

The Company’s historical investment strategy targets industrial property investments demonstrating the potential for accretion in Core FFO and net asset value, both on a per share basis, over the near- to longer-term. These target investments may comprise acquiring leased, stabilized properties as well as properties with value-add opportunities to improve functionality and to deploy our value-driven asset management programs in order to increase cash flow and value. Additionally, from time to time, we may acquire industrial outdoor storage sites, land parcels or properties with excess land for ground-up development projects. Acquisitions may comprise single property investments as well as the purchase of portfolios of properties, with transaction values ranging from approximately $10 million single property investments to portfolios potentially valued in the billions of dollars.properties. The Company’s geographic focus remains infill Southern California. However, from time-to-time, portfolios could be acquired comprising a critical mass of infill Southern California industrial property that could include some assets located in markets outside of infill Southern California. In general, to the extent non-infill-Southern California assets were to be acquired as part of a larger portfolio, the Company may underwrite such investments with the potential to dispose such assets over a certain period of time in order to maximize its core focus on infill Southern California, while endeavoring to take appropriate steps to satisfy REIT safe harbor requirements to avoid prohibited transactions under REIT tax laws.California. Similarly, while our focus is owning and operating industrial properties in Southern California infill markets, occasionally an acquisition may include non-industrial properties, such as office and other uses, with the intent to reposition or develop the properties into industrial use or to dispose of the non-industrial assetsassets. inIn aeither mannercase, intendedwe would endeavor to take appropriate steps to satisfy REIT safe harbor requirements toand avoid prohibited transactions under REIT tax laws.

Reworded

A development property is defined as a property where we plan to fully demolish an existing building(s) due to building obsolescence and/or construct a ground-up building on a property with excess or vacant land. AtConsistent with the endcapital ofallocation 2025strategy announced in November 2025, we re-evaluated our near-term development pipeline at the end of 2025 to focus on opportunities that satisfy enhanced underwriting criteria. As part of this process, we evaluated alternatives including proceeding with development, postponing construction, or selling the site based on relative risk‑adjusted returns. Following this review, we determined not to proceed with six projects totaling approximately 850,000 square feet of planned development. During the first quarter of 2026, we sold three of these projects, and asduring the second quarter of March 31, 2026,2026 twowe ofsold thesethe projectsother werethree classified as held for sale.projects.

Reworded

As of MarchJune 31,30, 2026, ninesix of our repositioning or development properties were under construction and 1214 of our properties were in the lease-up stage. In addition, following our re-evaluation of the development pipeline, we have identified five properties as near-term potential future repositioning and development opportunities. The tables below set forth a summary of these properties, as well as the properties that were most recently stabilized in 2026 and 2025, as the timing of these stabilizations have a direct impact on our current and comparative results of operations. We consider a repositioning/development property to be stabilized upon the earlier of (i) reaching 90% occupancy or (ii) one year from the date construction work is completed.

Added

(3)As of June 30, 2026, 3880 Voyager Street was 0% leased. Subsequent to quarter end, a 35,895 rentable square foot lease was executed, bringing the property to 53% leased. The lease is expected to commence in October 2026, subject to completion of construction.

Removed

(3)As of March 31, 2026, the entire project includes 526,069 rentable square feet, comprised of: (i) 3211 Mission Oaks Boulevard, a newly constructed building totaling 116,852 rentable square feet, and (ii) 3233 Mission Oaks Boulevard, with 409,217 rentable square feet which were not redeveloped. Site improvements were completed across the entire project. The rentable square feet and property leased percentage apply only to 3211 Mission Oaks Boulevard.

Removed

(4)As of the first quarter of 2026, 3211-3233 Mission Oaks Boulevard, 12772 San Fernando Road, 19900 Plummer Street, and 1500 Raymond Avenue are considered stabilized, as each reached one year from construction completion, but remain in lease‑up for presentation purposes because the properties have not yet achieved 90% occupancy.

Removed

(5)1500 Raymond Avenue contains one acre of excess paved land.

Removed

(6)9400-9500 Santa Fe Springs Road totals 595,304 rentable square feet and the proposed repositioning project pertains to work at only one of the units, totaling 184,270 rentable square feet.

Removed

(7)We consider a repositioning or development property to be stabilized upon the earlier of (i) reaching 90% occupancy or (ii) one year from the date construction work is completed.

Reworded

(4)Certain properties that have met our stabilization criteria, as defined in footnote (8)As, ofremain the fourth quarter of 2025, 1315 Storm Parkway was considered stabilized, as it reached one year from construction completion, but remainedreflected in lease‑uplease-up for presentation purposes because thethey property hadhave not yet achieved 90% occupancy. In the first quarter of 2026, the project achieved full occupancy and, forFor presentation purposes, issuch reflectedproperties aboveare asreclassified from lease-up to stabilized inupon theachieving first90% quarter of 2026.occupancy.

Added

(5)As of June 30, 2026, 14955 Salt Lake Ave is 100% leased with lease commencement expected in August 2026.

Added

(6)As of June 30, 2026, 24935-24955 Avenue Kearny was 0% leased. Subsequent to quarter end, a 66,130 rentable square foot lease was executed, bringing the property to 100% leased. The lease is expected to commence in December 2026.

Added

(7)9400-9500 Santa Fe Springs Road totals 595,304 rentable square feet and the proposed repositioning project pertains to work at only one of the units, totaling 184,270 rentable square feet.

Added

(8)We consider a repositioning or development property to be stabilized upon the earlier of (i) reaching 90% occupancy or (ii) one year from the date construction work is completed.

Added

(9)As of June 30, 2026, the entire project includes 526,069 rentable square feet, comprised of: (i) 3211 Mission Oaks Boulevard, a newly constructed building totaling 116,852 rentable square feet, and (ii) 3233 Mission Oaks Boulevard, with 409,217 rentable square feet which were not redeveloped. Site improvements were completed across the entire project. The rentable square feet and property leased percentage apply only to 3211 Mission Oaks Boulevard.

Removed

(9)As of the first quarter of 2025, 11308–11350 Penrose Street and 3071 Coronado were considered stabilized, as each reached one year from construction completion, but remained in lease‑up for presentation purposes because the properties had not yet achieved 90% occupancy. In the third quarter of 2025, both projects achieved full occupancy and, for presentation purposes, are reflected above as stabilized in the third quarter of 2025.

Reworded

Properties that are nonoperational as a result of repositioning or development activity may qualify for varying levels of interest, insurance and real estate tax capitalization during the development and construction period. An increase in our repositioning and development activities resulting from value-add acquisitions could cause an increase in the asset balances qualifying for interest, insurance and tax capitalization in future periods. We capitalized $7.4$13.4 million of interest expense and $2.4$4.3 million of insurance and real estate tax expenses during the threesix months ended MarchJune 31,30, 2026, respectively, related to our repositioning and development projects.

Reworded

As of MarchJune 31,30, 2026, our consolidated portfolio, inclusive of space in repositioning as described in the subsequent paragraph, was approximately 90.7%90.0% occupied, while our stabilized consolidated portfolio exclusive of such space was approximately 95.2%94.8% occupied. Additionally, our improved land and industrial outdoor storage (IOS) sites, totaling approximately 8.3 million land square feet or 189.7 acres, were 92.8% occupied at MarchJune 31,30, 2026. We believe the opportunity to increase occupancy at our properties will continue to be an important driver of future revenue growth, particularly as repositioning and development projects are completed and move through the lease-up phase.

Reworded

As summarized in the tables under “—Acquisitions, Dispositions and Value-Add Repositioning and Development of Properties” above, as of MarchJune 31,30, 2026, ninesix of our properties with a combined 1.00.9 million square feet of rentable area at completion are under current repositioning or development, 1214 properties with a combined 1.31.6 million square feet of rentable area are in lease-up, and we have a near-term pipeline of five repositioning and development projects with a combined 1.21.0 million square feet of rentable area at completion. Additionally, we have 0.6 million rentable square feet of other repositioning projects. Vacant space at these properties is concentrated in our Los Angeles, Orange County, San Bernardino and San Diego markets and represents 4.8%5.0% of our total consolidated portfolio square footage as of MarchJune 31,30, 2026. Including vacant space at these properties, our weighted average occupancy rate as of MarchJune 31,30, 2026 in our Los Angeles, Orange County, San Bernardino and San Diego markets was 89.8%,90.1%, 92.2%,91.8%, 91.2%86.9% and 90.7%,90.4%, respectively. Excluding vacant space at these properties, our weighted average occupancy rate as of MarchJune 31,30, 2026, in these markets was 95.4%,95.0%, 96.8%,96.5%, 93.8%91.7% and 95.9%,98.2%, respectively. We believe that an important portion of our long-term future growth will come from the completion and lease-up of projects currently under or scheduled for repositioning/development, as well as from select opportunities that meet established return thresholds, whether within our existing portfolio or through new investments, which may vary from period to period subject to market conditions.

Reworded

The following tables set forth our leasing activity for new and renewal leases for the three and six months ended MarchJune 31,30, 2026:

Reworded

(4)The net effective and cash re-leasing spreads for new leases executed during the threesix months ended MarchJune 31,30, 2026, exclude 2342 leases aggregating 747,4091,131,852 rentable square feet for which there was no comparable lease data. Of these 2342 excluded leases, five11 leases aggregating 268,702493,362 rentable square feet were recently repositioned/redeveloped or developed space. Comparable leases generally exclude: (i) space that has never been occupied under our ownership, (ii) repositioned/ or developed space, including space in pre-development/entitlement process, (iii) space that has been vacant for over one year or (iv) space with lease terms shorter than 12 months.

Reworded

(6)The net effective and cash re-leasing rent spreads for renewal leases executed during the threesix months ended MarchJune 31,30, 2026, exclude onetwo leaseleases with 119,898a combined 204,898 rentable square feet for which there was no comparable lease data. Comparable leases generally exclude space with lease terms shorter than 12 months or space in pre-development/entitlement process.

Reworded

(7)Includes leases totaling 152,417752,097 rentable square feet that expired during the threesix months ended MarchJune 31,30, 2026, for which the space has been or will be placed into repositioning (including “other repositioning projects”) or development.

Reworded

(8)Reflects our renewal leasing activity, weighted average lease term, effective rent per square foot and leasing spreads for the six months ended June 30, 2026, excluding a 1.1 million square foot lease extension with Tireco, Inc. at 10545 Production Avenue. The current lease, which was originally set to expire in January 2027, was extended through April 2030, commencing February 1, 2027. The above-market prior lease rate was reset to market, representing net effective and cash leasing spreads of (31.0)% and (33.5)%, respectively. The lease includes annual contractual increases of 2.75% and three months of free rent in 2027, in addition to a conversion to a gross lease from a NNN lease, which enables us to capture the benefit from any potential reduction in real estate property taxes. This lease extension is not expected to be indicative of our future portfolio leasing spreads given the unique size of the premises, adjacent competitive supply, and deal structure.

Reworded

Our leasing activity is impacted both by our repositioning and development efforts, as well as by market conditions. While we reposition a property, its space may become unavailable for leasing until completion of our repositioning efforts. As of MarchJune 31,30, 2026, we have ninesix projects under construction that are expected to become available for leasing beginning in the secondthird quarter of 2026 through the fourth quarter of 2027. We expect these properties to have positive impacts on our leasing activity and revenue generation as we complete our value-add plans and place these properties in service.

Reworded

Our ability to re-lease space subject to expiring leases is affected by economic and competitive conditions in our markets and by the relative desirability of our individual properties, which may impact our results of operations. The following table sets forth a summary schedule of lease expirations for leases in place as of MarchJune 31,30, 2026, for each of the 10 full and partial calendar years beginning with 2026 and thereafter, plus space that is available and under current repositioning.

Reworded

(2)Annualized base rent (“ABR”) is calculated as monthly contracted base rent (before rent abatements) per the terms of such lease, as of MarchJune 31,30, 2026, multiplied by 12, and then aggregated by year of lease expiration. Excludes tenant reimbursements. Amounts in thousands.

Reworded

(3)Calculated as ABR set forth in this table divided by ABR for the total portfolio as of MarchJune 31,30, 2026.

Reworded

(4)Calculated as ABR for such leases divided by the occupied building square feet for such leases as of MarchJune 31,30, 2026. Excluding ABR of $41.0$41.6 million associated with improved land and industrial outdoor storage (IOS) leases and $3.0 million associated with cellular tower, solar and parking lot leases, ABR per building square foot is $16.74.$16.69.

Reworded

(5)Represents vacant space (not under repositioning/development) as of MarchJune 31,30, 2026. Includes leases aggregating 262,98486,248 rentable square feet that had been signed but had not yet commenced as of MarchJune 31,30, 2026.

Showing the first 60 of 172 changed paragraphs. The complete comparison will be part of Pro (coming soon). Meanwhile you can read the full text in the original filing.

REXR insider buying and selling (Form 4)

Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 1 filing (1 insider, 1 trade date, 33,299 shares, about $1.2M). Net open-market shares: -33,299 (purchases minus sales); net value about -$1.2M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.

Trade dateInsiderTransactionSharesPriceValueOwned afterFiling
2026-06-13Nahas John
Chief Operating Officer
Shares withheld for tax 127$35.09 $4.5K23,133 SEC
2026-05-19Kleiman Angela L.
Director
Grant/award 4,855— —18,780 SEC
2026-05-19Ingram Diana J
Director
Grant/award 4,855— —27,450 SEC
2026-05-19Rose Tyler H
Director
Grant/award 4,855— —36,294 SEC
2026-05-19Morris Debra L
Director
Grant/award 4,855— —20,766 SEC
2026-05-19Stockert David P
Director
Grant/award 4,855— —11,684 SEC
2026-05-19Antin Robert L
Director
Grant/award 4,855— —56,738 SEC
2026-04-28Lanzer David E.
General Counsel & Secretary
Open-market sale 33,299$35.47 $1.2M0 SEC
2026-04-24Lanzer David E.
General Counsel & Secretary
Conversion 33,299— —33,299 SEC
2026-04-09Frankel Michael S.
Director
Shares withheld for tax 281,813$34.28 $9.7M278,593 SEC
2026-04-09Schwimmer Howard
Director
Shares withheld for tax 281,813$34.28 $9.7M328,806 SEC

Well-known investors holding REXR (13F)

InvestorQuarterSharesReported value% of their 13FChange vs prior quarter
Davis Selected Advisers (Chris Davis) Common Stock2026-06-30191,960$6.4M0.03%Reduced 8%

13F reports are filed up to 45 days after quarter end and show long U.S. equity positions only; options positions are omitted here.

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